A Phantom's Madness
by Shadowclanwarrior
Summary: An ectonurite's consciousness is linked to every single strand of their DNA, allowing them to gain immortality through the tiniest of saved samples. Zs'Skayr was able to preserve himself within the Omnitrix but at the cost of imprisoning himself in the watch and in his own intellect. A powerful mind trapped within a lust for power and corrupted madness, but is it truly inescapable?
1. What is Real?

**Author's Note:**

**Strange how I find myself coming back to this fandom, even if it has been a year since my last fanfic for it. But I guess that's how you know if you truly love a fandom if you find yourself still being somewhat drawn to it.**

**Sort of an expansion of my fanfic, Lullaby, this story is an interpenetration of Ghostfreak's (or Zs'Skayr, I should say) character and role in the Ben 10 series. The thing is...while I do applaud Omniverse for giving Ghostfreak more of an identity then he had in the past, I felt that they went in the wrong direction with his character (which I'm not surprised, given how low Omniverse is compared to its predecessors). This short story is my way of trying to expand on Zs'Skayr's character, making him more complex and has actual motivation for power other than having power just for the sake of having it.**

**I am most likely going to stay strictly to the original series (the one I know the best), but I may dwell into Alien Force a bit, depending where it goes. I will not, however, make any reference to Omniverse (aside from Zs'Skayr's name, of course, and one idea that should be properly expanded on) since I consider that series, as nicely as I can put it, not cannon, for it contradicts many things from the past series.**

**Last thing I would like to mention is that I am not sure how often updates will come, as I am currently writing my first novel and I'm writing this as a way to try and get over writer's block. Updates may be constant, updates may be far between. But no matter how long it takes me, I will be continuing this story unless I say otherwise.**

**With that all out of the way, I hope you enjoy the first chapter and please review!**

* * *

><p>A sight of green light. That was the first thing I remembered when I woke up. A flash a green and warmth of moving blood running through my veins. The feeling of being alive, the feeling of being risen from the dead.<p>

I opened my eye, my vision blurred. The light hurt my sight, I was not to use to it. I had no idea where I was, I heard distance voices that I could not recognize. I was so confused, a feeling of light-headedness coming on.

And then I moved, my body was moving on its own. Wait, why am I moving? I did not want this! _Stop_!

But I could not stop, I did not possess the ability to control myself. What was going on? I felt myself become light like air, going through the wall and entering another room. There were three...aliens in the room, all strange and unusual with unnatural colors of skin on their bodies.

Blues, reds, and violets. Few monochrome grays and black veins.

There was a female child, I think, and two adults, one female and one male. The elder female went up to the younger one, giving her some strange object and told her to put it next to her ear. The girl smiled, nodding her head as she did just that, the elder one walking off.

_"...Loser..._loser_..."_

I was whispering, approaching her slowly as her whole body stiffened with fear. This voice...was mine, yet it was not at the same time. I did not want to say that. I laughed liked I was amused, but I felt nothing. If anything, I felt angered by it. But why? My mind began to ache...

"...Ben?"

The girl turned to face me, her green gaze meeting mine.

Ben? Who was Ben? Was that me? No...it wasn't. That is not my name. Who is 'Ben?'

_"See _ya_! Wouldn't wanna be _ya_!"_

This 'Ben' persona laughed again, leaving his dumbfounded cousin behind as he went though the wall, using _my_ body.

Wait...cousin?

How did I know that? Gwen? Grandpa Max, Aunt Vera? What are these names that are appearing in my mind? Who are these faces?

_"Now...there's _got_ to be something fun to do around here..."_

Fun? What was going on?

I wanted to do something, I wanted to lash out and get in control, but something was blocking me. Something was holding me back, taking away my energy...

'Ben' glanced around the area, this outside world with bright sunlight and white...homes, I suppose they were. But I did not pay attention to my surroundings, I was looking for something.

No..._Ben_ was looking for something.

His thoughts, his wants...they were merging into my thoughts and wants. Was this Ben even real? Was _I_ even real? My confusion, me being unable to distinguish what was real and imaginary, frustrated me.

Suddenly, I felt Ben grow excited, him levitating my body over to some sort of machine. He forced me to sit in it, drive the contraption as if I was supposed to get some sort of entertainment from it.

What a waste of time.

I longed to stop myself from doing these things, I longed to get Ben out of my head! A scent went past my nose, and before I could react, Ben rushed over towards it.

_"Ooh, pie!"_

Ben was about to grab it when he noticed there was an old woman trying to swat a fly in her kitchen.

Fly? Kitchen? More words that I somehow know...

A moment passed, I believe it was a moment, and the fly flew up to the ceiling, settling itself up there. The old woman looked up, jumped to where she was clinging to the ceiling and ate the fly. When she did that, Ben gasped and flinched back, the woman getting back to the ground and cracking her neck.

_"No way! _Ninja_ old people!"_

Ben sounded scared, his emotions growing wild. Fear, excitement, a sense of adventure... Some of these emotions I do not think he knows he has. But I do, I can sense them, feel them as if they are my own. And they could very well be, as our thoughts seem to intertwine further together with each passing moment.

Freaked out, Ben saw another elderly human and began to follow him. A flash of memory went through my mind, where the old man through a window gave an animalistic roar and glared straight at Ben.

Or me.

Ben followed the old man down the street, where he came across a gated area. The old man stretched out his legs to get pass it, his limbs stretchy and flexible like a galvanic mechamorph's. Ben made me go through the gate, watching him closely.

_"This place just gets weirder and weirder..."_

_Beep, beep, beep_!

The sound of a timer echoed in my ears. I can feel myself losing consciousness...

_N-no_!

I cannot go back, I've only just woken up! Anything but going back, even if I am trapped within someone else! I panicked, because I feared what was about to come. But the fear was only instinctual, for I could not remember what I was afraid of, and the more I tried to figure it out the more lighted-headed I became...

In a matter of seconds, the timer went out and a red light passed through my vision, Ben's persona dominating my own as my consciousness left the waking world...

* * *

><p>Darkness.<p>

Absence of warmth.

Absence of light and touch.

I can sense myself floating in some sort of empty, closed in space, a place where I cannot feel my body and control my movements. I can no longer sense Ben's presence, and without it, I feel less alive. No longer did I have steady thought patterns and feelings, they came inconsistently and at random. I could barely comprehend myself being conscious, but unlike before, I could not go back to sleep.

I am _awake_ now.

Ben, whoever he was, had awaken me inside my prison that was trying to contain me. And soon I was going to get my answers, I was going to get them through Ben...

I was going to find my way out.


	2. Ghost of a Freak

With each passing moment, I can feel myself grow stronger, my consciousness opening up little by little. It becomes easier to remain in control over my thoughts, allowing my presence to make a stronger impact. It is hard to tell how much time has passed since Ben first awaken me, but it is obvious that he can't keep himself from looking into the secrets of my prison. It is annoying, how foolishly he experiments with it. He is so childlike, reckless, unable to think things through.

Childlike...from what I've seen of his actions, what I've felt from him, it is no secret that this Ben is a child. Probably the same age as Gwen, though she seems much more mature. A more responsible host for my prison...who's name I have yet to unlock.

As I regain my strength, I faintly began to recall my own memories. But it is so distorted, and having Ben's persona intervene does not make it easier to remember. At times, it makes me wonder if Ben was having the same effect that I was, having my personality trying to intertwine with his. Did he even know of my existence, surely he must sense something at the very least?

Eventually, after multiple times of sensing my prison being in use, Ben once again summoned me. The bright green light came, and I opened my eye to the bright, warm, open world. A spark of energy developed within me, to feel the open space outside of my prison was thrilling. I wanted to run, I wanted to feel this new warmth I never knew before! To escape and be free.

But Ben's mischievousness held me back, taking me back to this dark, cold, closed in mine.

Walls..._walls_ all around me...

Are they closing in? From the corners of my vision, I could see the walls and ceiling, inch by inch, move further and further in.

I...I was going to get crushed, I was going to be imprisoned! _Get me out_! Get me out before it was too late!

Despite my protests, my pounding heart and rush of adrenaline, Ben continued further into the cave, using my power of invisibility. Waiting around as if wanting for some prey to wander in. In the midst of my panic, I was able to sense an uneasy feeling developing within him.

_"'...Get out?'"_

He muttered the words so softly even I had trouble hearing them.

But before either of us could react, we could see Gwen coming into the mine.

"Ben, I know you are in here!" she shouted, a faint tone of fear in her voice as she walked further in. "Come on out, doofus! Grandpa said you shouldn't be misusing the watch like this!"

...Watch? What a bossy little girl...

Giggling softly to himself, Ben floated over towards Gwen, putting himself behind her as he floated right over her. He had my hands so close to her neck, where I could take my claw like finger and delicately slice open her throat...

_"Aw! But it is the perfect place for a freaky ghost!" _

Gwen gasped and filched, turning around to face Ben. He laughed at his cousin's shock and anger, his amusement blocking out any other emotions he might have felt.

Any feeling that he might have sensed my presence.

Gwen continued to chastise Ben, bickering at him like an older sibling would of sorts. It was a pain to hear, but it did have a sense of nostalgia to it, as if I have been in her position before.

Suddenly, the ground began to shake, parts of it rising up like something was coming at us from underground. Ben quickly picked up Gwen and moved us out of the way, where a cyborg alien came out of the ground. It was obviously not an inhibitor of this planet, its technology seemingly more advance with powerful crab like appearance and claws that could crush any alien's skull. Nor was it hard to figure out why it was here. It wanted my prison, this watch that Gwen had described.

Immediately, Ben and Gwen were frightened, the alien, most likely a bounty hunter, moved closer and closer towards them.

"Hand over the Omnitrix!" it ordered, having a robotic voice that was painful to the ears.

The Omnitrix...the name of my prison...

_"Hey, I don't know who you think you are,"_ Ben stated, stepping up to the bounty hunter. _"But you will never get the Omnitrix!"_

A second later, confused, he turned towards his cousin and asked in a soft voice, _"...What is he talking about?"_

Gwen crossed her arms.

"The watch, stupid! Why else would he be here?"

A feeling of realization came through.

_"Oh! Right, I knew that!"_

...What an imbecile.

The cyborg continued to speak, confirming that he _was_ indeed a bounty hunter, sent by some rich alien overlord wanting my prison's power. He tried to intimidate Ben into handing it over. Whether it was naïvety or a sense of ownership, the two were mixed together, Ben refused to cooperate. Turning himself invisible, leaving his defenseless cousin to her demise, he went onto the offensive.

_Finally_!

A chance to fight and take away the power of some lesser creature... I should possess the cyborg's body, tear apart whatever little living essence it may have left and internally destroy its body!

My thoughts were quick and fast pace, having Ben hesitate in his movements.

_No_! _Why_ are you slowing down? Go in for the kill! _Tear_ that thing apart!

Ben's heart rate accelerated.

"There you are."

Using what I presumed was heat vision, the bounty hunter was able to locate us and spray some kind of liquid onto my skin, forcing my body to become solid. Ben's froze, the bounty hunter being able to get a clean hit towards my chest. It was a hard hit, causing us to be flown to the other side of the mine, my back getting slammed into the wall before we fell to the ground. Ben must have felt some of the pain, but since it was my body, I took in most of it.

My consciousness faded a bit, the bounty hunter continuously and without mercy attacking my body. It was humiliating to Ben, and yet _I_ was the one who paid by the child's inability to act. Why did this child hesitate?! He was going to get us killed, his cousin killed! He had my prison, he had my power, why he is this useless?! Why am _I_ this useless!?

I hated this boy, and before I knew it, the timer for the Omnitrix came and I was once again taken away...

* * *

><p>I loathed this boy. I <em>loathed<em> this boy!

He had _no_ idea what sort of power he had, he treated my prison as if it was some sort of toy! Playfully, he used its power, _my_ power, for tiny deeds of heroism. Heroism that only had the purpose of filling up the child's ego, his arrogance and reckless nature. He also came up with nicknames for my prison's other inhabitants, as if they were like pets.

Heatblast, Diamondhead, Fourarms, Ripjaws, Stinkfly, Upgrade, XLR8, Grey Matter, Wildmutt, and Ghostfreak. Ghostfreak...what he decided to call me.

A freak, am I?

I could feel the negativity the word gives off. He has little respect for me, for all the aliens he is able to possess. But for me, perhaps there is a little fear?

The more he uses me, the stronger I become. In time, I will eventually be able to take over, become the dominate personality. Ben must have realized this, in some part, because he had started to use me less and less. Only when it was necessary, when he had to, like when he had no choice but to unlock the darker side of my prison...

In a dark, opened space, I was summoned out of the Omnitrix. The dark, cool air was familiar to me, the most familiar surrounding that I have come across since awakening. Levitating before me, was a human dressed ridiculously with tones of white makeup, a gleam of sadistic lust filling his dark gaze. He was a clown, one that brought great fear to Ben. His anxiety was high, but also was his anger that this Zombozo has hurt his family.

_"I may be afraid of you,"_ Ben said, moving my gaze to study Zombozo. _"But I'm more afraid of losing my family to a freak like you!"_

He turned invisible, punching Zombozo in the face and taunting him in the shadows. His anger grew while his fear faded. The clown's eyes grew wide, his whole body tensing up as he wildly looked around in all directions.

He he...ha ha ha!

The boy was becoming smart. He should grab that piece of wood that laid on the ground and smash it against the pathetic clown's head. Hard enough to leave a large, bloody gash! Surprisingly, Ben looked over to see that piece of wood, grabbed it tightly, and moved towards Zombozo.

Yes, yes...

Picking up speed, Ben used all of his, my, strength and slammed the clown with the wood, causing him to crash into his machine and destroying it. Ben and I laughed softly, and at that moment, our thoughts became one. We approached the injured, disturbed clown. He seemed to feed off of a human's positive energies, so for him to feel this _intense_ negative emotion gave me great satisfaction.

Or was it Ben who felt satisfied?

Zombozo yelped once he saw us, praying for us to leave him alone. I laughed again.

"Do you want to see something that's _really_ scary?"

Taking a hold of my second layer of skin's opening by my chest, Ben ripped it open just enough for Zombozo to see my true appearance. A spark of energy went through me as I felt my consciousness take up full, temporary control, Zombozo's screams empowering me. I laughed cruelly, seeing the pathetic 'human' curl up towards the broken machine that once gave him power.

"Aw...don't tell me you are afraid of old..."

I flew up to him, moving to where I was right on top of him.

"..._Ghostfreak_..."

Our eyes met, where I let out a simple "Boo." This caused Zombozo panic, using some sort of magic to disappear in full terror.

But once he was gone, Ben's consciousness swiftly came up, taking over my body. He stared down at his, my, hands, like he just committed murder and his victim's blood stained them.

_"Whoa... That kind of freaked _me_ out..."_

Not even a second passed till the Omnitrix's timer went off, and darkness consumed me.

But that little taste of freedom, that thrill of empowerment, wasn't going to be my last.


	3. Ghostfreak Out

But it would take much more effort to get more than just a taste of freedom.

Ever since our fight with Zombozo, where much of my restraint was taken away, I have gained more and more strength by the day. No longer did I need Ben to summon me from the Omnitrix to see the outside world; I've gained enough strength to be able to get to see it through Ben's eyes. With the Omnitrix being somewhat like a parasite attached to his flesh, its being and Ben's almost one, it made it to where I can slip my consciousness briefly between the two. It only lasted for a moment, as it took much of my energy to do it, but anything was better than total emptiness.

Ben's world...it fascinated me. The brightness from the blazing sun, all the comfort and color it contained... My world, my home...was nothing like this. I cannot remember it fully, but I know it was not this beautiful. It was dark, cold...filled with death and injustice. A lack of freedom, a lack of control.

I...want this world, I want to claim it for my own. Somehow, I was able to take control of Ben for just a second, using his hand to reach out to the open world. But as I did, I could feel my consciousness get sucked back into the Omnitrix.

The light, the warmth...

Fading.

I fought to keep in control, but the emptiness was too overpowering.

Darkness...

Nothingness...

Closed in walls...

* * *

><p>If I could go into Ben's waking mind, take over his consciousness for a short while, then there <em>must<em> be a way for me to communicate with him. So close, I was, to full strength. I could feel it, my prison's power is no longer overpowering. If I could just get Ben summon me, I could find a way to escape. I _had_ to escape soon, for the cramp space is becoming too much...

I decided that communication would be the easiest when Ben was unconscious, where his defenses were lowered. But the wait for that to happen was drawn out, making me feel anxious.

Once I sensed that he was asleep, I used all of my stored energy to enter his consciousness. With a boy as energetic as he, even in sleep, his mind was very active with dreams. In this current dream that I was entering, Ben and his cousin Gwen where in some kind of park, where a child was stuck in a tree and crying for help.

The park in Ben's mind was very unusual compared to the ones I have seen through his eyes. In his world, the plant life is bright green with a blazing sun overhead, however here, the plant life's color is duller and the sun is not quite as bright. What was this sudden change? It was curious to me, but I could not let that distract me.

Using the Omnitrix, Ben transformed into the vulpimancer, or Wildmutt, as he liked to call it. Even in his own dreams, the child relies too much on the machine. Ben climbed up the tree, approaching the distressed child, in hopes of rescuing him. Taking this opportunity, I allowed myself to merge with the tree Ben was in, where my consciousness spread throughout it and into the child.

_"It's okay," _Ben said to the boy, in a vain attempt to calm him down. _"I'm here to help get you down."_

"...I don't want to get down, _I want out_!"

The words came out fast and harsh. I didn't know how effectively I was going to be able to communicate with Ben, for the moment when he realizes I'm in his head, his consciousness will push me back into my prison. I had to make this quick and simple, make sure he gets the message.

And have him know that he cannot ignore me until I am free!

At the sound of my voice, Ben's claws dug into the tree, his startled state darkening and deforming the dream. He tried to get away, but whether it was from my own power or his consciousness, the tree I inhabited gained my form. Where _I_ had _full_ control.

"You cannot run from me, Ben," I said, grabbing him and clutching him tightly in my hand.

He squirmed and grunted, his consciousness already fighting mine. I was running out of time.

"You want to be a hero, child? Then get me out of this prison! Get me out! Get me out! _Get me out_!"

The more I spoke, the more emphasis I would put into my voice. By the time Ben was able to fully push me away, I said it enough times to be for sure he would remember it...

No matter what, I was _going_ to be freed.

* * *

><p>Being back inside my prison never felt more torturous. I had <em>finally<em> been able to effectively communicate with Ben, the key to my freedom, and yet he has yet to act. Did I _not_ make myself clear that I wanted out? _What_ was he waiting for?

The emptiness...the emptiness is suffocating me!

As often as I could, I would slip into Ben's consciousness, speak to him in any way I could. Hallucinations, whispering in his mind, _anything_ within my power. I was terrifying him, his heart rate accelerating with his eyes wildly looking around. Perhaps I was even driving him mad.

From what I saw of the outside world, his dear cousin and grandfather were becoming very concerned, his cousin fear mixing with fury. Besides getting Ben's attention, I did not pay much attention to the other surroundings. But from what I did see, there were a lot of closed in areas in this new location. Limited places to wander with groups of children huddling together and walking by. Was this a prison, much like my own? Ben seems to sense its imprisoning power, feeling anxious and limited. A prison within a prison...

Eventually, Gwen lost her patience with Ben, about to unleash her wrath until there was the sudden sound of a crash. Having his hero complex, Ben immediately rushed over towards the source of it.

Yes!

If there is danger in this place, then he will be forced to free me! He can't ignore me any longer! He _has_ to summon me! He-

...Wait, _what_ is he doing?

He isn't summoning me...he is trying to reach for the pyronite! _No_! No, you won't neglect me any longer!

_I'm going to be free_!

Using all of my willpower and strength, I fought against the Omnitrix and forced myself to be summoned. I could feel the emptiness fade away, the walls moving back as I gained feeling and a beating heart. I opened my eye, taking in the bright, colorful, open world.

_"_Ghostfreak_!" _Ben shouted alarmed. _"I didn't pick you!"_

His persona was fighting for control, but like the time when we fought Zombozo, I had the upper hand. And I was gaining more and more power over him by the second.

"Nice try..."

I blinked, only now noticing three of Ben's enemies stood before me. The...Circus Freaks, I believe they were called. _Freaks_, are they? How appropriate...

"...But we ain't scared of no ghosts!"

Using their unnatural powers, the largest Circus Freak picked up some wooden benches and threw them at me. They landed on top of me, however, my ability to make my body transparent made it to where I didn't gain a single scratch.

He...he he...

I sensed that another member of the freaks unleashed an attack, some kind of acid leaking through the wood and steel.

He he he he...

My growing laughter mixed with theirs, along with Ben's screams of terror echoing in my ears.

He he ha ha ha!

A sense of power and control flooded through me as I rose from the ruins of acid and wood.

He he _ha ha ha ha ha ha_!

The Circus Freaks halted in their laughter, their eyes wide as they stared at me.

"..._Ghostfreak_..."

My throat felt dry, rough, as I used my voice for the first time. Not _Ben_ using my voice, not my voice used in representation of my thoughts... No, this was _me_ speaking, _me_ standing before them.

And it felt _so_ good!

"...You _should_ be afraid," I said, my voice growing in strength with each passing word. "You should be afraid of _Ghostfreak_!"


	4. A Burning Reality

With a rush of adrenaline flowing through me, I charged at the Circus Freaks. Becoming transparent, I entered the body of the weaker male freak, lifting his body high off the ground. He screamed, his comrades in a panic as I threw him against the wall. I laughed harshly, a twisted joy flowing through my heart. Ben's voice begged me to stop, and though I could hear his voice in the back of my head, I could not make out what he was saying. 'Poor' child, being overpowered just like this!

Ha ha ha!

Glancing behind me, I saw the stronger Circus Freak launch an attack at me, the female of the group blocking any escape. I chuckled, dodging his punch swiftly with ease. I turned invisible, the two Circus Freaks freezing in place.

A fatal mistake.

Levitating behind him, I tightly grabbed the inside of his head, making him scream in agony. I smiled underneath my second skin, its tightness making me feel somewhat constraint. I turned towards the remaining Circus Freak, her face twisted with rage and fear. She unleashed her fury against me with her tentacle like hair, where I let her catch me by the wrist.

Oh, _what_ a fool, ah ha ha ha ha!

I sank down into the ground, pulling her down to the ground face down. I clutched onto the back of her head and smashed it against the hard floor, to the point of making her lose unconsciousness. I rose up from the ground, my gaze gleaming down at my victim.

_He ha ha ha_!

And now...for the _kill_!

"You're trashing the _whole_ gym! Are you _trying_ to ruin my chances of getting accepted here?!"

Gwen's voice broke through my over excited mind. Glancing behind me, I saw that both of Ben's relatives have arrived, the shock on their faces... They were fearful, _fearful_ of what was becoming of their precious Ben!

He he he...aha _ha_ _ha ha_!

"Ben," Gwen shouted, her voice cracking with emotion, "_answer_ me!"

"...Ben's..."

I slowly turned to face her, to make sure she met my gaze. Could she see that I was no longer her cousin? _Could_ she spot a difference?

"...not here..."

Gwen's eyes widened, me moving closer and giving off a soft, "Boo," much like I had done with Zombozo. She fell backwards, and I laughed at her startled state.

_Ah ha ha ha ha_!

This power... This _control_!

Hearing clumsy footsteps in the distance, I looked over to see that the Circus Freaks were trying to make their escape.

"Aw... It appears they haven't learned their lesson yet! Ha _ha_!"

I chased after them, leaving behind Gwen and her grandfather in the half destroyed gym. I was right behind the freaks, and when they noticed I was on their tail, they cried out and quickened their pace. But I caught up just as fast. I could fly after them till the end of time if I had to! They could not escape me! I-

_Beep, _beep! _Beep, _beep!

My heart stopped at the sound of the Omnitrix's timer.

"_No_! I'm _not_ going back!" I screamed, clutching onto my head so tightly that I could feel my clawtips break my second skin.

My vision was fading, the emptiness was coming to claim me...

"I'm _not_ going back!"

The final beep went off, and I expected the nothingness to consume my mind.

But...it did not.

The Omnitrix's ringing was done, yet I still felt warm air against me. There was atmosphere, my body had feeling...with that _tight_ second skin, and my heart had a beat.

"Whew...glad that's over."

That...t-that voice!

I opened my eye, seeing that I was standing face to face with a shadow covered wall. I turned around, seeing Ben in his true form trying to catch his breath. I smiled, though it was hard to with my second skin so tight.

"Aw...and I thought we were close..."

Ben's face paled, him looking up to meet my gaze. Here we were, seeing each other for the first time. So _this_ was my prison's owner. A small boy who's untamed brown hair showed he couldn't take care of himself, with baggy and lose clothes. And naïve green eyes...ones that have yet to see life's true miseries or truths!

"So nice to finally meet you," I said, floating a tad closer to him, "face to face."

Ben took a step back.

"N-no...you can't be you!" he exclaimed. "_I'm_ you!"

I laughed cruelly.

"You are me? I was _never_ you!"

I gained eye level with him, anger flowing through me along with the tightness of my second skin getting to me.

"You only had my body, as my consciousness was trapped within the Omnitrix," I explained. "For as long as I can remember, I have been contained within that machine! And now...now I am _free_..."

I floated back a bit. I am free from the Omnitrix, I'm free from Ben, now there was only one thing left that was holding me back...

"Now that I am out...I can reveal my truth self!"

By unsheathing my claws, unleashing the tentacles within my chest, I was able to tear off my constraining skin. With each tear in it, the second layer fell off naturally, eventually allowing me to rip it off my face. Though my more sensitive skin took a moment to get used to the warm alien air, I began to feel more at ease. Ben's eyes were wide with horror.

"Whoa...and I thought you were ugly before!"

His expression, the way his voice cracked...it was impossible for him to hide his fear. I gave a crooked smile.

"_So_ judgmental. You and every other creature I have met!"

A soft chuckle escaped me.

"But now they cannot keep me back anymore! Those who have imprisoned me will feel my wrath! But first..."

I began to close in on Ben, where in response he tried to keep some distance between us.

"Let's see how you like being trapped within someone else!"

Ben stepped back into the sunlight, where I reached out to grab him. But the moment the light came into contact with my skin, I felt an overwhelming burning sensation as a faint amount of smoke came up. I couldn't help but scream, forcing myself to retreat inside the wall.

W-what was this?

Why did the light hurt me all of a sudden? Ben used my body before, nothing like this happened! Thoughts raced through my mind, most of them not making much sense. I felt like I _should_ have known why that happened, but for some reason...

The room I ended up retreating to turned out to be a public restroom, where mirrors covered one of the bright colored walls. A mirror... Now that I have seen Ben's appearance for the first time, might as well take a look at what I look like. I haven't seen my reflection since I was captured, and I was curious what being imprisoned has done to me. I allowed myself to become visible, staring straight at one of the mirrors as my appearance came into view.

My spine was in a sharp curve, dried up violet skin and sharp, dark blue claws. Parts of my flesh had decayed from my body, as a section of my ribcage was visible and there were missing pieces of skin from my tail. Not to mention the fresh burnt marks on my hand. My face would be considered to most species twisted and deformed, being upside down and skull like.

I blinked a couple of times, seeing the expression in my single pink eye. I turned away from the mirror, becoming transparent again as I left the restroom. To be out of one prison, only to be imprisoned within another...

No, I was _not_ having that!

There must be a way for me to completely free myself! There _must_ be something missing from me! Perhaps something from the Omnitrix?

I paused in my movements, now coming out the other side of the building, still protected by its shadow.

...Yes, that _must_ be it! I'm still missing a part of myself... Ben, the child...if I were to merge with him, would I be able to become 'whole' again? Would I no longer need to stay in the shadows, would I no longer have any confinement?

My mind was racing again...

Though I didn't know what exactly was going on, I knew that Ben was the key to my absolute freedom. I needed to hunt him down, before it was too late!

But first, to find a temporary partner...

Glancing around the area, I saw up ahead a scrawny human boy playing some kind of instrument. Smiling slightly, I slowly approached him. At first, he was clueless, but then slowly, he began to sense something was wrong. The boy ceased his obnoxious playing and looked over to see if I was coming.

But I had returned inside the walls of the building. A few seconds passed, where the boy relaxed again. When his guard was down, I came out and revealed myself. Seeing my 'monstrous' appearance, he cried out in terror. He tried to run, but I rushed into his body and possessed him. He was a weak-willed creature, making it easy for my persona to take over. Once I had full control, I turned and walked over towards the edge of the shadow. I smiled, laughing softly as I reached out to feel the hot sun hit my host's skin.


	5. To Gain Power Over the Hero

I wandered the prison's grounds for hours, searching every place my host was able take me and scanning the area thoroughly. This prison was a lot larger than what it seemed to be through Ben's eyes, my host's memories giving me a new perspective of how controlling it was. But no matter where I went, I could not relocate Ben or his family. There was a good chance that he was gone, he _was_ leaving a bad impression on the prison's inhabitants after all. The thought of him being out of my reach, with the rest of me still trapped, terrified me.

_"'Let's rob a school! It would be _easy_ money!'"_

Walking past a shed, I stopped in my tracks. I could hear the voice of the female Circus Freak. She sounded frustrated, clearly arguing with her fellow freaks. I smiled to myself.

If I cannot find Ben myself, I'll just have Ben simply come to me!

With a plan forming in my mind, I opened the door to the shed. The moment I entered, the Circus Freaks ceased their bickering. But instead of just simply showing them my true form to immediately intimidate them, I decided to play a little mind game...

"Attention, freaks!" I exclaimed, my voice rising with a commanding tone. "You are now under _my_ domain. Surrender yourselves to me or feel my wrath!"

The Circus Freaks gave blank stares as I stepped further inside for them to see my host's unintimidating appearance. There was a short silence, and before long, they burst into laughter. Taking the opportunity, I then released my host and appeared before them.

At the sight of me, the Circus Freaks froze, eyes wide. The boy who I had taken control of fell to his knees, cold sweat coming down as he panted heavily. Seeing my shadow casted down beside him, the boy screamed and turned to face me. His face was drenched with fear, quickly getting to his feet and running out of the shed. I chuckled softly at his amusing reaction, turning my gaze back to the Circus Freaks.

"Not so confident now, are we?"

The freaks backed up against a wall as I cornered them, me enjoying every moment I had power over them.

"W-who are you?!" the largest Circus Freak asked in fear. "Are you that kid again?"

A snap of unpredictable anger went through me as I lashed out, scratching the freak's face slightly with my claws. He, along with his comrades, cried and flinched. The largest freak placed his hand over the bloody scratch marks.

"I am _not_ that child!" I spat at him. "And if you accuse me of being any more like him, I'll do _much_ worse than give you a simple scratch!"

The freak glared at me but said nothing in reply. Having my reason quickly come back, I softened my tone.

"As you can see, we each have our own grudges against the boy. Serve me, and I can promise you that he will never bother you again. Along with regaining the money that you were so inclined to collect."

"...And what if we don't join you?"

The other male stepped forward, and while his body shook with fear, his eyes showed he desperately wanted to be intimidating.

"Do you think we are dumb enough to just go along with you because you can scare us, _freak_?"

The female of the group giggled softly, as if calling me a freak somehow gave them the upper hand. While being called 'freak' sent a feeling of irritation down my spine, I was able to keep my composure.

"It would be foolish to cast aside an offer such as this," I replied, my voice cracking with built up emotion. "The enemy of my enemy is my friend, and together, we would have a better chance of defeating him."

I could feel a twisted smile form on my lips.

"But if you need some extra persuasion..."

Without warning, I slipped into the body the weaker male Circus Freak. He screamed, shouting for me to get out of his head as I made the worse of his memories play in his mind. I lifted his body up off the ground, flinging him against the wall, ceiling, and ground. I could feel the pain I was giving him, and it caused a rush of energy to flow through me.

Soon enough, I forced myself to stop before I killed him from the inside out. He laid on the ground, shaking badly as his comrades stared down at him horrified.

"Any other questions or hesitations?"

The female freak and stronger male looked at each other for a split second.

"...W-when do we start?" the female freak asked, she and her comrade giving off big smiles.

I grinned, feeling empowerment by having these three lives in the palm of my hand. They would make good minions, once I tame them. All that was left was to find Ben, and to not risk harming myself, I had to wait till nightfall.

It was a long wait, but in the meantime, I had my new pets to train...

* * *

><p>I didn't need to act for Ben to find me again; his hero complex had already brought him to me! As day faded into night, I had sent out one of the Circus Freaks, whose names I learned to be Thumbskull, Acid Breath, and Frightwig, to see if Ben was indeed no longer in the prison. Turns out, he had never left, the RV his grandfather drove still parked outside it. I had no doubt Ben had been hunting for me, wanting to put an end to me before I could escape out into the world... What a foolish boy, he was, as it makes everything go far more smoothly for me.<p>

When the sun had set, it was time to set up our trap. I possessed Acid Breath, using his body while ordering Thumbskull and Frightwig to cause havoc onto the prison. From the looks of it, we had attacked girls' sleeping area, for most of our victims were female. In the chaos of panicking inhabitants, I saw from the corner of my eye the female that was leading Ben and his family through the prison earlier. I specifically ordered Frightwig to capture her, for if we were to see Gwen...

He he, it would be comical to see her chances of being admitted to this prison sink even lower!

Though I was having too much fun destroying the prison's walls with Acid Breath's powers, I eventually ordered us to retreat. Ben should be here by now. We went back outside, where just as I predicted, Ben was standing right there, in the form of a tetramand.

"I don't have time for you freaks!" Ben exclaimed, seeing us. "Get lost before I pound your faces into the ground again!"

I smirked, amused to see that Ben could not recognize me within one of his enemies.

"Sorry kid," Frightwig replied, crossing her arms and smiling. "But things are only now starting!"

_"And it won't end till I see you dead."_

I fazed out of Acid Breath's body.

"Hello again, Ben," I said with a hint of spite. "Have you been working out?"

"_Ghostfreak_!"

Gwen and her grandfather flinched at the sight of me. I laughed.

"Couldn't resist coming after me, could you, child? Blindly going after an enemy that you barely know anything about..."

I moved an inch closer to them.

"It is a miracle that you are still alive."

Ben clutched his fists.

"What do you know? You've been in the watch all this time! You don't know anything about me!"

"An ectonurite's consciousness can move within the tiniest of DNA," I explained. "My DNA was connected to the Omnitrix, meaning that it was connected to you as well."

Ben blinked his four tetramand eyes, Gwen rolling her eyes at his blank stare.

"I could witness, even if it was for a short time, everything you have experienced since obtaining the Omnitrix. And even more so when you used me for your foolish hero fantasies, where I could feel every mistake you made and every shot of pain in greater magnitude."

The anger in my voice grew with each word I spoke, the rage I had built up for the longest time about to come out all at once.

"Hey, how was I suppose to know you were in there?!" Ben said, in a vain attempt to defend himself.

How could you _not_ know I was in there?

"Your ignorance is aggregating. But no matter... The moment I merge with you I will be able to kill your persona!"

I launched out at him to merge with him, but for some reason, the moment I came in contact with him I could not enter. The force...it was an energy from the Omnitrix! Because this isn't his true body, I cannot enter take control of him through it!

Ben panicked, taking a hold of me like an ectoplasm-blanket, and throwing me off of him. I went back to solid form, and in my moment of weakness, I felt an overwhelming amount of heat hit my skin. I screamed, moving as fast as I could into one of my minion's bodies.

"Grr...I...h-hate..._this_!"

Thumbskull's grunts of pain faded as I took over him. Through his eyes, I could see that Ben's grandfather held a sun gun. He fired it again, however in my host's body, it had no effect. I laughed harshly.

"Your weapon is useless as long I'm in a host body! And time is on my side, for the night is young and it won't be long till the Omnitrix times out!"

Signaling to attack, Acid Breath and I went after Ben. Everything but my opponent vanished from my vision, all rhythm of thought gone. All that mattered was Ben. I used every bit of Thumbskull's strength to my advantage, trying to get a clear hit on him while Acid Breath weakened him.

While Ben was ignorant and childlike, he did know how to use every alien he had at this fingertips. He used the tetramand's strength to resist the burning sensation of Acid Breath's saliva, and turn Thumbskull's strength against me. Picking me up, he threw me to the ground, hard enough to feel some of Thumbskull's bones break. But the throw was not hard enough to kill.

Ben _never_ aimed to kill...

A fatal mistake.

I switched out of Thumbskull's body and into Frightwig's, throwing the girl she was holding to the side. Ben punched Acid Breath, hitting his head hard enough to knock him out momentarily. Using Frightwig's hair, I restrained Ben's four arms. I subdued him as much as I could, however Frightwig did not possess the same strength that Thumbskull had.

Ben was quick to overpower me, using two of his arms to pull at her hair and restrain me. Soon enough, Ben tied me up with the hair and restrain me from any sort of movement. He threw me to the ground, an arrogant grin upon his face.

"You can play musical freaks all you want," Ben remarked. "I'll just kick their butts one after the other!"

What I wouldn't give to possess him and make him tear off that grin from his own face. From the corner of my eye, I saw that Gwen was helping that girl stand up, being completely defenseless.

"...You're right, child."

I came out of Frightwig to meet Ben's gaze with my own.

"You have no fear of giving pain to those you do not understand," I said. "But what if your next opponent is someone you treasure like a sister?"

Ben gasped.

As I rushed towards Gwen, he tried to warn her to get out of the way. But a tetramand was not a kineceleran. Gwen screamed at the top of her lungs as I approached her, the fear in her green gaze growing the closer I got. And then her cries stopped, as I put her out of her misery by pushing her persona deep within her mind.


	6. In the Shadows of Death

But unlike my previous hosts, where a simple push led their subconscious to surrender, Gwen's subconscious was much stronger. Her will fought back, weakly at first, but slowly gaining more and more confidence. She was much stronger than the others, an energy inside her that was different...

Ben hesitated to approach Gwen, his eyes full of fear and concern. I smiled, laughing softly as I lifted up his cousin's head. Using her body's quick reflexes, I jumped up to attack. The kicks and punches I delivered did not bring even a scratch to Ben's tetramand's skin, but all I needed to do was stall. Stall till that ear piercing beeping began to play...

Not knowing what to do, Ben took a tight hold of Gwen's arm and threw us to the ground. The throw was not as powerful as the others I've felt, but it did send a shiver of pain down Gwen's back. For a second, Gwen's subconscious cried out, pushing my consciousness to the side.

"...B-Ben!" Gwen stuttered in pain. "W-what are you doing?!"

No! I will not be overpowered again by a mere child!

Before Ben had time to react, I took back control of Gwen's body. Using her strength, I was able to jump and kick him in the face, leaping from to the wall of the prison and then climbing it. Every second that past, I could sense Gwen's subconscious fight me more and more. It would only be a matter of time before this energy, whatever it was, would overpower me so much that I would have no choice but to retreat. But by the time that would happen, the Omnitrix's timer should go off...

And then Ben _would be mine_!

Hearing the crunching sound of the rock, I could sense that Ben was right behind me. Soon enough, I stood at the top of the wall, backing away till Ben reached the top. We stood face to face, him desperately trying to predict my next move.

"This ends here, Ghostfreak!" Ben exclaimed. "Get out of my cousin before I-"

_Beep, _beep! _Beep, _beep!

I chuckled softly. For once, I was glad to hear that awful, imprisoning beeping!

Ben's eyes widened as he transformed into his original human self. Smiling, I approached him, though it pained me so with Gwen's subconscious clawing at me as it was. Though before I could get close enough to leap into his body, Ben's grandfather came up from the top of a ladder and throw him that sun gun.

"Come on out so I can fry your pale butt!" Ben shouted, sounding more confident.

I stopped in place. I trembled in Gwen's body, her will clashing into mine from within. I had to think fast, I _had_ to get him to surrender!

"I…have a better idea," I replied. "Why don't you drop the weapon and allow me to take what is rightfully mine!"

"You'll never get the Omnitrix, you freak!" Ben shouted defensively. "To take over the world or whatever it is you want with it!"

I clutched Gwen's teeth together.

"…If you won't give it to me, then you better hope your cousin knows how to fly!"

With the slipping power I had left, I jumped to the edge of the wall.

"One step, just _one_ little step and she will be done for!" My voice became higher in pitch, my attention divided between talking to Ben and fighting off Gwen. "You have till the count of three to surrender or the last thing you'll ever hear from your cousin is her _screams_!"

For some reason, I gave off a harsh, pain filled laugh. I don't know why, but the thought of losing someone who I treasured like a sister, as Ben was being threatened with, felt like pure torture. Was this a memory of mine trying to come to light?

"One…"

I took a small step back.

Memory or not, it did not matter. Becoming whole _did_ matter! I can figure out this pain later, so long I was not chained to a prison!

"…Two…"

I could feel Gwen losing her balance. One wrong move and she was dead.

Dead… His sister dead…

My sister…

"Fine, you win!"

The sound of Ben's voice brought me back to the present. He had dropped the weapon, and at the same moment, Gwen's consciousness had found its way to overpower mine. She screamed as I rushed out of her body and head towards Ben. From the corner of my eye, I could see that the Circus Freaks have arrived, Thumbskull holding the grandfather hostage.

"One of you grab the girl!" I ordered, seeing that Gwen was struggling to remain conscious. "We will kill them later."

"Hey, you Halloween reject!"

Attempting to reclaim the gun, Ben reached down for it. But I was close enough to where I could instantly possess him before he claimed it. I made my way inside him, Ben screaming as the Omnitrix's green electricity sparked from the watch.

My body was being pulled into the Omnitrix, a rush of energy and power flowing through me. Yes, I was regaining the missing part of myself! Cold replacing the warmth, the light beginning to fade just a slight… A flash of green, just like I saw when I first woke up.

I blinked a couple of times, Ben nowhere in sight, and the look of horror on his family's faces…

"Ah, together again," I said to myself, "just like be…"

I felt something caught in my throat. Coughing and yacking, something came up my throat and fell off my tongue.

"Yuck… That's enough to make me gag too."

My eye twitched to see Ben's galvan form, sitting on the ground drenched in saliva.

"Why you…!"

I reached down to grab him, but Ben being so tiny and slippery he was able to escape my grasp. He ran, but while I was busy trying to get him, Ben's family was able to outsmart the Circus Freaks. I turned to see them escaping as well, my minions looking exhausted, weak, and confused. From the corner of my vision, Ben escaped into the building within a small crack in the exterior. I cursed.

"Go after the child's family, while I deal with him," I ordered. "Capture them alive and wait for me outside."

"But boss…"

I didn't bother to hear the rest of Acid Breath's excuse. Really, all I needed them to do was keep Ben and his family separated long enough for me to take over Ben. The Omnitrix shouldn't last much longer, not on borrowed time. It was a game of cat and mouse, but there were only so many places to hide and stall…

Entering the building, I found myself in a large, dark tower, boxes and sheets covering old storage. The air was musky, almost suffocating. The feeling inside this place reminded me of my asphyxiating prison in the Omnitrix. I began to feel unsettled, paranoid even.

Becoming invisible, I searched every little place inside the tower. Behind every box, every curtain, inside very little crack within the wall. Ben's galvan form was no doubt helping him slip past me, that damned species being so small that they were impossible to capture. Along with their enhance intelligence, being too smart for their own good. Like the creator of the Omnitrix...who must have known I was in his invention, but yet refused to act. If I ever get my claws on him...

_Beep, _beep! _Beep, _beep!

A bright flash or red came from behind me. I made myself visible, to where I saw Ben on his knees, his green eyes wide with fear.

"Oh man, _not_ now!"

Our eyes met for a second, where I went straight at him. Ben swiftly got to his feet, running as fast as he could to escape. But there was no way out, for we were _both_ trapped! Seeing that there was no way he could out run me, Ben climb over the railing and fell down to another level of the tower. I pursued, where he soon grabbed on to a wooden beam. I almost had him, but he let go just before I could reach him and fell down safely to another level. He ran off again, and I growled in frustration.

"There is no use running from me, boy," I hissed. "You cannot escape me, so long as you hold the Omnitrix!"

"You know, for a guy who has been complaining about being trapped for so long," Ben called back, "it's weird that you _really_ want it back."

He ran up towards a wall, standing right beside some worn out window curtains.

"Foolish child, as if you could fully understand what you possess on your wrist!"

In his moment of distraction, I came up and grabbed him, holding him up so he couldn't escape. Ben struggled, but I used my tentacles to restrain him as I clutched onto his arm with the Omnitrix.

"I almost envy you for your ignorance towards reality," I said, my eye locking onto his. "Consider this merciful of me to put you out of your misery before your tragedy should truly begin. For the power you possess at such a young age shall only bring you suffering."

I had him right where I wanted him; I had nothing to stop me from possessing him and claiming the rest of me.

So _why_ am I hesitating, _why_ am I still talking to him, prolonging the inevitable?

A small slimmer of light began to light up the dark tower as early morning sunlight slipped through the cracks of the curtains. Taking notice of this, and having a curtain right next to him, Ben took a tight hold of it with his right hand.

"It is about time you see the light, freak!"

He tore the curtain away from the window, allowing the light hit me straight on.

I screamed in agony, the heat being too much for my skin. I let go of my hold on Ben, my nerves going up into flames as I felt nothing but pain. Ben pulled down three more curtains, lighting up the entire tower. I had to find some shelter; I had to find a way to escape! I could feel parts of my flesh beginning to burn off, as I dived further down into the tower.

The intense heat and pain was making me feel faint, even though I felt some relief of the cool air hitting my decaying skin. On the first floor, I saw that there was one corner still covered in darkness, the sunlight unable to hit it. I rushed towards it, barely able to escape from death as my wounds were large and many. The heat was gone, but the pain was still agonizing. I collapsed, bumping into a piece of storage and having its cover fall onto of me. But I didn't care, it provided protect from the light.

Blood rushing to my head, ears ringing, I felt myself slipping. With the taste of dust and dirt, everything faded into black.


End file.
